How Passkey Works

What We Do

Passkey Advisors is an M&A advisory firm for startups. We help founders sell their companies, assets, or IP when the traditional venture path is no longer the right fit. We find buyers, run the process, and close transactions.

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We handle: full company acquisitions, acquihires, IP and patent sales, customer contract transfers, equipment and inventory liquidation, data and dataset sales, and talent placements.

 

Who We Work With

Passkey is a good fit if:

• You've raised venture capital (seed, Series A, or beyond)

• You have real assets: software, IP, patents, customer contracts, equipment, data, or a strong team

• You've decided to move on, or you're exploring your options

• You want to return something to your investors rather than just shutting down

• You don't have the time, energy, or network to run a sale process yourself

We typically work with software, hardware, and deep tech companies. We're not a good fit for pre-product companies with no assets to sell.

 

How We Get Paid

No upfront fees. No retainers. We only get paid when you get paid.

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We charge a success fee based on a percentage of the total transaction value. The percentage varies depending on deal size and complexity, but typically ranges from 5-10%. We'll agree on the exact number before we start.

Transaction value includes: cash, stock, earnouts, debt assumed, signing bonuses, retention packages, employment offers, IP license fees, and any other consideration paid to the company, founders, investors, or employees.

 

If there's no deal, you owe us nothing.

 

What the Process Looks Like

Every deal is different, but here's the general shape:

Phase 1: Assessment We review your assets, cap table, and investor agreements. We give you an honest read on what's sellable and what it might be worth. Some companies have one clear path. Others have multiple options worth exploring.

Phase 2: Preparation We build a target list of potential acquirers and prepare materials: a teaser, an asset summary, and a data room. We align on positioning and outreach strategy.

Phase 3: Outreach and Negotiation We contact buyers, manage inbound interest, run calls, and handle diligence. We negotiate on your behalf and keep you in the loop without drowning you in process.

Phase 4: Close We work with counsel to paper the deal and manage the closing process. We make sure funds go where they're supposed to go.

 

Most deals close in 3-4 months. Some move faster, especially acquihires. Others take longer, especially if there are multiple buyers or complex cap tables. We'll give you a realistic timeline once we understand your situation.

 

What We Need From You

• We'll cover this on our intro call, but typically we need:

• Access to your cap table, investor agreements, and any relevant contracts

• A list of assets: IP, patents, code repos, customer contracts, equipment, data

• Availability for calls with potential buyers (usually 2-5 hours per week during active outreach)

• Decision-making authority, or a clear path to getting sign-off from your board

We'll send you some notes on how to come to our intro call prepared.

 

What Happens to Investors

Any proceeds from a transaction are distributed according to your existing agreements (typically your charter and any side letters). We help you build a waterfall and coordinate with investors.

Returning capital to investors, even a partial return, preserves relationships and your reputation. It's the kind of move that gets you backed again.

 

Exclusivity

We ask for a 6-month exclusive engagement. This gives us enough time to run a real process. If we don't perform, you can terminate with 30 days notice.

After the engagement ends, there's a 12-month tail period. If a deal closes with a buyer we introduced, the success fee still applies.

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Schedule a call. We'll talk through your situation, give you an honest assessment, and tell you if we think we can help. No commitment, no pressure.